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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 10)
United Retail Group, Inc.
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(Name of Issuer)
Common Stock ($.001 Par Value)
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(Title of Class of Securities)
911380103
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(CUSIP Number)
Samuel P. Fried, Esq., Senior Vice President and General Counsel,
The Limited, Inc.,
Three Limited Parkway, Columbus, Ohio 43230, Telephone: (614) 415-7199
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
September 17, 1999
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. ___.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7(b) for
other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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SCHEDULE 13D
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CUSIP NO. 911380103 PAGE 2 OF 7 PAGES
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NAME OF REPORTING PERSON
1 I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Limited Direct Associates, L.P.
I.R.S. # 31-1251727
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS
4
AF
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
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SOLE VOTING POWER
7
NUMBER OF 0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
1,600,000
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 0
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
1,600,000
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
1,600,000
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
[_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
11.8%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14
PN
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SCHEDULE 13D
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CUSIP NO. 911380103 PAGE 3 OF 7 PAGES
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NAME OF REPORTING PERSON
1 I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Limited Direct, Inc.
I.R.S. # 51-0301511
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
2 (a) [_]
(b) [X]
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SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS
4
AF
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
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SOLE VOTING POWER
7
NUMBER OF 0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
1,600,000
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 0
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
1,600,000
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
1,600,000
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
11.8%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14
CO
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SCHEDULE 13D
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CUSIP NO. 911380103 PAGE 4 OF 7 PAGES
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NAME OF REPORTING PERSON
1 I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
The Limited, Inc.
I.R.S. # 31-1029810
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS
4
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
1,600,000
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 0
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
1,600,000
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11 1,600,000
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
11.8%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14
CO
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<PAGE>
SCHEDULE 13D
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CUSIP NO. 911380103 PAGE 5 OF 7 PAGES
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AMENDMENT NO. 10 TO STATEMENT ON SCHEDULE 13D
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This Amendment No. 10 to Schedule 13D is being filed on behalf of
Limited Direct Associates, L.P. ("LDA"), a Delaware limited partnership, Limited
Direct, Inc., a Delaware corporation and the general partner of LDA, and The
Limited, Inc., a Delaware corporation and the ultimate parent of LDA, in
connection with United Retail Group, Inc. Common Stock ("URGI Common Stock")
held by LDA. This Amendment No. 10 amends the statement on Schedule 13D filed
with the Commission by the reporting persons on July 22, 1993, as amended by
Amendments No. 1-9 thereto. This Amendment No. 10 amends Items 5 and 6 of
Schedule 13D. Capitalized terms used herein and not otherwise defined shall have
the same meanings as set forth in Amendments No. 4 and 5 to Schedule 13D.
Item 3. Purpose of Transaction.
LDA has granted URGI a right of first refusal with respect to
URGI Common Stock owned by LDA. See Item 6, below.
Item 5. Interest in Securities of the Issuer.
a. See Items 11 and 13 of the cover pages attached hereto for the
aggregate number and percentage of URGI Common Stock beneficially owned
by the reporting persons.
b. See Items 7-10 of the cover pages attached hereto for the number of
shares of URGI Common Stock of the reporting persons as to which the
reporting persons have the sole or shared power to vote or direct the
vote and the sole or shared power to dispose or direct the disposition.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
LDA has granted URGI a right of first refusal with respect to
URGI Common Stock owned by LDA. Pursuant to the right of first refusal, LDA will
give URGI prior notice of any proposed sale by LDA of shares of URGI Common
Stock, and URGI will have the opportunity to purchase any or all such shares. If
the sale is proposed to take place on the NASDAQ National Market System, the
price payable by URGI will be the closing price in the NASDAQ National Market
System on the day notice is given. In the case of other sales, the price payable
by URGI will be the price offered in such other sale. Donations to charity and
transfers to affiliates of LDA are excepted from the right of first refusal. The
right of first refusal will expire on September 17, 2000 unless renewed by
mutual agreement of LDA and URGI. URGI paid LDA a fee of $1,000 in consideration
of the grant of the right of first refusal.
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SCHEDULE 13D
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CUSIP NO. 911380103 PAGE 6 OF 7 PAGES
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Item 7. Material to be Filed as Exhibits.
Exhibit Description of
Number Exhibit
- ------ --------------
9 Right of First Refusal, dated September 17, 1999, between Limited
Direct Associates, L.P. and United Retail Group, Inc..
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SCHEDULE 13D
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CUSIP NO. 911380103 PAGE 7 OF 7 PAGES
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Signature.
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
Dated: September 23, 1999
LIMITED DIRECT ASSOCIATES, L.P.
By: LIMITED DIRECT, INC., as
General Partner
By:/s/ Samuel P. Fried
------------------------
Samuel P. Fried
Vice President
LIMITED DIRECT, INC.
By:/s/ Samuel P. Fried
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Samuel P. Fried
Vice President
THE LIMITED, INC.
By:/s/ Samuel P. Fried
------------------------
Samuel P. Fried
Senior Vice President
<PAGE>
Exhibit 9
This RIGHT OF FIRST REFUSAL between LIMITED DIRECT ASSOCIATES, L.P. (the
"Stockholder") and UNITED RETAIL GROUP, INC. (the "Corporation"), dated
September 17, 1999.
WHEREAS, the Stockholder holds shares of Common Stock, $.001 par value per
share ("Shares"), of the Corporation;
WHEREAS, the Shares are traded on the NASDAQ National Market System
("NASDAQ"); and
WHEREAS, from time to time the Stockholder may desire to sell Shares and
the Corporation may desire to repurchase Shares.
NOW, THEREFORE, in consideration of the mutual covenants and obligations
hereinafter set forth, the parties hereto, intending to be legally bound, hereby
agree as follows:
SECTION 1. Fee. The Corporation paid the Stockholder $1,000, receipt of
---
which is hereby acknowledged, in consideration of the issuance and delivery of
this Right of First Refusal.
SECTION 2. Rights of First Refusal. (a) Subject to the provisions of
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Section 2(b) and 2(c), if the Stockholder wishes to sell or otherwise transfer
any or all of the Shares then owned by it, it shall first give notice (the
"Transfer Notice") to the Corporation specifying the number of Shares it wishes
to transfer (the "Transfer Shares"), the identity of the proposed transferee,
the proposed consideration per Share to be received (which proposed
consideration shall be deemed to be the "Transfer Price", except as otherwise
provided in Section 2(b), and except that if all or any part of the proposed
consideration to be received is not cash, the corresponding portion of the
Transfer Price shall be the amount of cash equal to the fair value of such non-
cash consideration), and any other material terms and conditions of the proposed
transfer, and containing an irrevocable offer (open to acceptance for a period
of three business days after the date such Transfer Notice is given) to sell any
or all of the Transfer Shares to the Corporation at the Transfer Price.
(b) Anything in Section 2(a) to the contrary notwithstanding, if the
Stockholder wishes to transfer shares in transactions to be executed on NASDAQ,
the Transfer Notice shall so state and shall specify the number of Shares the
Stockholder wishes to sell on NASDAQ and the closing price for Shares on NASDAQ
on the day the Transfer Notice is given (which closing price shall be deemed to
be the "Transfer Price"), and the Transfer Notice need not contain any other
information, and such Transfer Notice shall constitute an irrevocable offer
(open to acceptance until 9:15 a.m. Eastern Time on the business day following
the date such Transfer Notice is given) to sell any or all of the Transfer
Shares to the Corporation at the Transfer Price.
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(c) Anything in Section 2(a) and 2(b) to the contrary notwithstanding, the
Stockholder shall have the unconditional right at any time to donate Shares to
operating charities and charitable foundations, and to transfer Shares to any
affiliate of the Stockholder, and such donations and transfers shall not be
subject to the terms and provisions of this Right of First Refusal, provided
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that in the case of a transfer to an affiliate, such affiliate shall be bound by
this Right of First Refusal.
(d) The number of Transfer Shares shall in no event be less than 25,000
Shares, unless the Stockholder holds fewer than 25,000 Shares, in which event
the Transfer Notice must be for all Shares owned by the Stockholder.
(e) The Corporation shall have the right to purchase any or all of the
Transfer Shares; provided that the Corporation must determine the number of the
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Transfer Shares it will purchase and evidence its irrevocable acceptance of the
offer and its agreement to purchase such Transfer Shares by delivering to the
Stockholder, prior to the expiration of the period during which the offer
remains open for acceptance pursuant to Section 2(a) or 2(b), notice (the
"Notice of Acceptance") of the number of Transfer Shares the Corporation has
elected to purchase.
(f) The closing of the purchase by the Corporation of any Transfer Shares
that it elects to purchase shall be effected in accordance with the same
procedures that would apply to a trade on NASDAQ, including as to timing of
settlement (T+3) and form of payment (immediately available funds), through such
broker as the Stockholder may designate by notice to the Corporation from time
to time. In the event that either the Stockholder shall default in the delivery
of the Transfer Shares or the Corporation shall default in the delivery of
funds, the other party and its broker shall be entitled to the same rights and
remedies as would be available to such party if such failure occurred in
connection with a sale on NASDAQ. The Corporation hereby acknowledges that
certain certificates representing Shares are legended and waives any default by
the Stockholder resulting from the existence of such legends.
(g) If, at the expiration of the period during which the offer remains
open for acceptance pursuant to Section 2(a) or 2(b), the Corporation has either
not delivered a Notice of Acceptance of the offer contained in a Transfer Notice
or has delivered a Notice of Acceptance with respect to fewer than all of the
Transfer Shares, then the Stockholder shall have 90 days in which to sell any or
all of the Transfer Shares not accepted for purchase by the Corporation at a
price not lower than the Transfer Price, unless such Transfer Shares are sold on
NASDAQ, in which case at whatever price is obtainable on NASDAQ. If, at the end
of such 90-day period, the Stockholder has not completed the transfer of all of
such Transfer Shares, it shall no longer be permitted to transfer any such
Transfer Shares without again complying with this Right of First Refusal in its
entirety.
(h) If the Stockholder determines at any time within such 90-day period
that it is impractical to sell all or any part of such Transfer Shares in
accordance with Section 2(g), it may terminate all attempts to sell such
Transfer Shares and recommence the procedures of this Right
2
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of First Refusal in their entirety without waiting for
the expiration of such 90-day period by delivering written notice of such
decision to the Corporation.
SECTION 3. Severability; Governing Law. If any provision of this Right of
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First Refusal shall be determined to be illegal and unenforceable by any court
of law, the remaining provisions shall be severable and enforceable in
accordance with their terms. This Right of First Refusal shall be governed by,
and construed in accordance with, the laws of the State of New York.
SECTION 4. Benefits of Agreement. This Agreement shall be binding upon
---------------------
and inure to the benefit of the parties and their respective successors and
assigns.
SECTION 5. Notices. All notices and communications to be given or to
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otherwise be made to any party shall be effective upon delivery if contained in
a written instrument delivered by fax, e-mail, in person or by a recognized
national courier service, charges prepaid, addressed to:
(a) If to the Corporation:
United Retail Group, Inc.
365 West Passaic Street
Rochelle Park, New Jersey 07662-6563
Attention: Chief Administrative Officer
Telephone: (201) 909-2110
Fax: (201) 909-2122
E-mail: [email protected]
with a copy to:
United Retail Group, Inc.
365 West Passaic Street
Rochelle Park, New Jersey 07662-6563
Attention: General Counsel
Telephone: (201) 909-2200
Fax: (201) 909-2103
E-mail: [email protected]
(b) If to the Stockholder:
Limited Direct Associates, L.P.
c/o The Limited, Inc.
Three Limited Parkway
Columbus, OH 43230
Attention: Kenneth B. Gilman
Vice Chairman
3
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Telephone: (614) 415-7222
Fax: (614) 415-7185
E-mail: [email protected]
with a copy to:
The Limited, Inc.
Three Limited Parkway
Attention: Patrick Hectorne
Treasurer
Columbus, Ohio 43230
Fax: (614) 415-7060
E-mail: [email protected]
provided that Transfer Notices with respect to proposed sales on NASDAQ and
- --------
Notices of Acceptance in response to such Transfer Notices shall be delivered by
fax and e-mail.
SECTION 6. Modification; Amendment. Except as otherwise provided herein,
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neither this Right of First Refusal nor any provision hereof can be modified,
changed, discharged or terminated except by an instrument in writing signed by
the party to be bound.
SECTION 7. Disclosure; Public Announcements. None of the parties hereto
--------------------------------
shall furnish copies of, disclose the terms or existence of or make any public
announcement regarding this Right of First Refusal without first identifying the
persons to which such copies are proposed to be furnished and delivering the
text of any such proposed disclosure or public announcement to the other parties
hereto and receiving the prior written consent of such other parties to such
furnishing, disclosure or public announcement, which consent shall not be
unreasonably withheld or delayed.
SECTION 8. Term. Unless extended by written consent of each party hereto,
----
this Right of First Refusal shall expire on September 17, 2000.
SECTION 9 Captions and References to Sections. The captions herein are
-----------------------------------
inserted for convenience only and shall not define, limit, extend or describe
the scope of this Right of First Refusal or affect the construction hereof.
SECTION 10. Entire Agreement. This Right of First Refusal sets forth the
----------------
entire understanding of the parties with respect to the subject matter hereof.
There are no restrictions, agreements, promises, representations, warranties,
covenants or undertakings with respect to the
4
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subject matter hereof other than those expressly set forth herein. This Right
of First Refusal supersedes all prior agreements and understandings between the
parties with respect to its subject matter.
IN WITNESS WHEREOF, the parties hereto have executed this Right of First
Refusal on the date first above written.
LIMITED DIRECT ASSOCIATES, L.P.
By: LIMITED DIRECT, INC.
By: /s/ Patrick Hectorne
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Title: Treasurer
UNITED RETAIL GROUP, INC.
By: /s/ G. R. Remeta
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Vice Chairman and
Chief Administrative Officer
5
